Societe des Produits Nestle Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

NESTLE SA

(Last)

(First)

(Middle)

AVENUE NESTLE 55

(Street)

CH-1800, VEVEY

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2021

3. Issuer Name and Ticker or Trading Symbol
Prometheus Biosciences, Inc. [ RXDX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,500,000	⁽¹⁾	I	See Footnote⁽⁴⁾⁽⁵⁾
Series D-1 Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	508,885	⁽²⁾	I	See Footnote⁽⁴⁾⁽⁵⁾
Series D-2 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	721,956	⁽³⁾	I	See Footnote⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

NESTLE SA

(Last)

(First)

(Middle)

AVENUE NESTLE 55

(Street)

CH-1800, VEVEY

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Societe des Produits Nestle S.A.

(Last)

(First)

(Middle)

AVENUE NESTLE 55

(Street)

CH-1800, VEVEY

(City)

(State)

(Zip)

Explanation of Responses:

1. Shares of Series C Preferred Stock are convertible at any time, at the holder's election, at a ratio of ten-for-one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series C Preferred Stock will automatically convert at the ratio of ten-for-one share of the Issuer's common stock. The Series C Preferred Stock has no expiration date.

2. Shares of Series D-1 Preferred Stock are convertible at any time, at the holder's election, at a ratio of ten-for-one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series D-1 Preferred Stock will automatically convert at the ratio of ten-for-one share of the Issuer's common stock. The Series D-1 Preferred Stock has no expiration date.

3. Shares of Series D-2 Preferred Stock are convertible at any time, at the holder's election, at a ratio of ten-for-one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series D-2 Preferred Stock will automatically convert at the ratio of ten-for-one share of the Issuer's common stock. The Series D-2 Preferred Stock has no expiration date.

4. The shares reported herein represent, (i) 855,000 shares of Series C Preferred Stock held by Nestle Health Science US Holdings, Inc. ("NHS"), (ii) 508,885 shares of Series D-1 Preferred Stock held by NHS, (iii) 721,956 shares of Series D-2 Preferred Stock held by NHS and (iv) 1,645,000 shares of Series C Preferred Stock held by Societe des Produits Nestle S.A. ("SPN"). NHS is a wholly owned subsidiary of NIMCO US, Inc. ("NIMCO"). NIMCO, in turn, is a wholly-owned subsidiary of Nestle US Holdco, Inc. ("Nestle US Holdco"), which is a wholly-owned subsidiary of SPN. The ultimate parent company of NHS, NIMCO, Nestle US Holdco and SPN is Nestle S.A. ("Nestle"). Each of these entities may be deemed to share voting and investment power with respect to all shares of Series C Preferred Stock, Series D-1 Preferred Stock and Series D-2 Preferred Stock held by NHS.

5. (Continued from Footnote 4) Additionally, Nestle may be deemed to share voting and investment power with respect to all shares of Series C Preferred Stock held by SPN.

Remarks:

	SOCIETE DES PRODUITS NESTLE S.A. By: /s/ Claudio Kuoni, Name: Claudio Kuoni, Title: Vice President	03/11/2021
	NESTLE S.A. By: /s/ Gregory Behar, Name: Gregory Behar, Title: Deputy Executive Vice President	03/11/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Societe des Produits Nestle Form 3Initial statement of insider ownership